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This agreement (the “Agreement”) is made and entered into as of [DATE OF AGREEMENT] (the “Effective Date”) between [LEGAL NAME OF COMPANY] (the “Company”), a [JURISDICTION STATE][ENTITY TYPE] and having its principal offices at [COMPANY'S PRINCIPAL PLACE OF BUSINESS], and [NAME OF CONTRACTOR] (the “Contractor”) (collectively, the “Parties”).

WHEREAS, the Company requests the Contractor to perform services for it and may request the Contractor to perform other services in the future; and

WHEREAS, the Company and the Contractor desire to enter into an agreement, which will define respective rights and duties as to all services to be performed,

WHEREAS, the Parties affirm that they understand all of the provisions contained in this Agreement, and in the case that they require clarification as to one or more of the provisions contained herein, they have requested clarification or otherwise sought legal guidance,

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

1.0 Services.

1.1 The Company may from time to time issue Project Assignment(s) in the form attached to this Agreement as Exhibit A. Subject to the terms of this Agreement, Contractor will, to the best of its ability, render the services and complete the deliverables (the "Deliverables") set forth in Project Assignment(s) accepted by Contractor (the "Project(s)") by the completion dates set forth therein.

1.2 All Deliverables shall be subject to the Company review and acceptance, which shall not be unreasonably withheld.

1.3 In the event that the Company rejects a Deliverable, the Company will inform Contractor of the reasons for such rejection, and Contractor will use commercially reasonable efforts to promptly modify such Deliverable in accordance with the Company instructions and to redeliver such Deliverable to the Company for testing in accordance with the provisions of this section.

1.4 Contractor shall perform the services necessary to complete the Projects in a timely and professional manner consistent with industry standards.

2.0 Contractor Representations and Warranties.Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, the Contractor makes the following representations and warranties.

2.1 That he or she will notify the Company of any change(s) to the Contractor’s schedule that could adversely affect the availability of the Contractor, whether known or unknown at the time of this Agreement, no later than two (2) weeks prior to such change(s). If the Contractor becomes aware of such change(s) within the two (2) week period, the Contractor shall promptly notify the Company of such change(s) within a reasonable amount of time.

3.0 Company Representations and Warranties.Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, the Company makes the following representations and warranties.

3.1 That it is fully authorized and empowered to enter into this Agreement, and that its performance of the obligations under this Agreement will not violate any agreement between the Company and any other person, firm or organization or any law or governmental regulation.

3.2 That it is in full compliance with any and all laws and/or statutes applicable to the services described hereunder.

4.0 Compensation.

4.1 By signing this Agreement, Company has retained Contractor to proceed with work as detailed in Project Assignment(s).

4.2 Payment for these services will be made to Contractor at the rate of $500 per month and will be made for the following month no later than 7 days from Effective Date and 30 days from last payment for subsequent payments. No invoice will be submitted.

4.3 The work performed by the Contractor shall, in addition to the rate specified in Section 4.1, be performed at the rate set forth in Project Assignment(s) in the form attached to this Agreement as Exhibit A and will be billed and invoiced separately.

4.4 Consulting services will be billed separately at a rate of $15 per hour.

4.5 The Company shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the Contractor.

5.1 Independent Contractor Status.

5.1 The Contractor is an independent contractor of Company. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

5.2 The Contractor shall have no authority to act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.

5.3 The Contractor shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Company.

6.0 Confidential Information.

6.1 The Contractor and his or her employees shall not, during the time of rendering services to the Company or thereafter, disclose to anyone other than authorized employees of the Company (or persons designated by such duly authorized employees of the Company) or use for the benefit of the Contractor and his or her employees or for any entity other than the Company, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Company projects or programs; the technical, commercial or any other affairs of the Company; or, any confidential information which the Company has received from a third party.

7.0 Intellectual Property.

7.1 The Contractor represents that all content provided by the Contractor to the Company, in furtherance of the services described hereunder, including, without limitation, images, videos and text, including any intellectual property, such as copyrights or trademarks (the “Content”), is owned solely and legally by the Contractor.

7.2 The Contractor grants the Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any Content in connection with the services described hereunder.

7.3 Any materials developed by the Company, making use of Content, remains the sole property of the Company subject to all applicable laws and/or statutes.

7.4 During the course of performing under this Agreement, the Contractor and its directors, officers, employees, or other representatives may, independently or in conjunction with the Company, develop information, produce work product, or achieve other results for the Company in connection with the services it performs for the Company under this Agreement. The contractor agrees that any such information, work product, and other results, systems and information developed by the Contractor and/or the Company in connection with such services (hereinafter referred to collectively as the "Work Product") shall, to the extent permitted by law, be a "work made for hire" within the definition of Section 101 of the Copyright Act (17 U.S.C. § 101), and shall remain the sole and exclusive property of Company. Note that this provision shall have no effect on the status of the relationship between the Company and the Contractor, as set out in Section 5 above.

8.0 Liability.

8.1 EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.

9.0 Disclaimer of Warranty.

9.1 THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE.

9.2 Contractor warrants that the software will conform to the specifications incorporated in this Agreement. Contractor will, without additional charge to the Company, make such modifications to the software as may be necessary to correct any defects reported to Contractor by the Company for a period of one (1) year after the acceptance date. If Contractor is unwilling or unable to make the required modifications then Contractor will reimburse Company's reasonable expenditures for obtaining the required modifications from some other Contractor of the Company's choice.

10.0 Indemnification.

10.1 The Parties agree to indemnify and hold harmless each other from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Contractor’s services under this Agreement, provided that such claim, demand, loss, action, damage, lawsuit, or judgment is caused in whole or part by any negligent act or omission of the offending Party EXCEPT when caused by an underlying issue ("bugs") contained in 3rd-party software used or implemented in the execution of Contractor's services under this Agreement for which the offending party had no prior knowledge. This provision shall survive the duration of this Agreement.

11.0 Duration, Scope and Severability.

11.1 This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to Section 11 of this Agreement.

11.2 The Company may terminate this Agreement for any reason upon forty-eight (48) hours notice to the Contractor.Either party may terminate this Agreement for cause immediately upon notice to the breaching party.

11.3 This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.

11.4 This Agreement may be amended only by written agreement duly executed by an authorized representative of each party.

11.5 If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.

11.6 No modifications to this Agreement shall be binding upon the Company without the express, written consent of the Company.

11.7 This Agreement shall not be assigned by either party without the express consent of the other party.

12.0 Governing Law and Jurisdiction.

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of ­­­­­­­­­­­­[JURISDICTION STATE] without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement shall only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of ­[JURISDICTION STATE]. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN THE STATE OF ­­­­­­­­­­­[JURISDICTION STATE].

13.0 Waiver of Rights.

13.1 A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have each executed this agreement as of the Effective Date.

EXHIBIT A

PROJECT ASSIGNMENT

Services

Milestones & Deliverables

Fees Payable

$

Total:

$

Payment of Fees. Fee will be:

( ) A fixed price for completion of Project Assignment totaling $__________, payable on completion of the milestones set forth above and the acceptance by the Company of the associated Deliverables, if any

( ) Based on a rate per hour of $_____, not to exceed an aggregate (including expenses) of $_____ without the Company's prior written consent.

( ) Other, as follows:

If this Project Assignment or the Independent Contractor Services Agreement which governs it is terminated for any reason, fees will be paid based on:

( ) Contractor time spent

( ) The proportion of the Deliverables furnished the Company as determined by the Company

( ) Other, as follows:

NOTE: This Project Agreement is covered by the terms of an Independent Contractor Agreement in effect between the Company and Contractor. In the event that any item in this Project Assignment is inconsistent with that Agreement, the terms of this Project Assignment shall govern, but only with respect to the services set forth in this Project Assignment.

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